MARRIOTT INTERNATIONAL, INC. PRESS RELEASE SCHEDULES QUARTER 2, 2017 TABLE OF CONTENTS
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1 PRESS RELEASE SCHEDULES QUARTER 2, 2017 TABLE OF CONTENTS Consolidated Statements of Income - As Reported A-1 Consolidated Statements of Income - Adjusted 2017 Compared to Combined 2016 A-3 Total Lodging Products A-5 Combined Key Lodging Statistics A-8 Adjusted EBITDA/ Combined Adjusted EBITDA A-12 Adjusted EBITDA Forecast - Third Quarter 2017 A-13 Adjusted EBITDA Forecast - Full Year 2017 A-14 Non-GAAP Financial and Performance Measures A-15
2 CONSOLIDATED STATEMENTS OF INCOME - AS REPORTED SECOND QUARTER 2017 AND 2016 (in millions except per share amounts, unaudited) As Reported As Reported Percent Three Months Ended Three Months Ended Better/(Worse) June 30, 2017 June 30, 2016 Reported 2017 vs REVENUES Base management fees $ 285 $ Franchise fees Incentive management fees Total Fees Owned, leased, and other revenue Cost reimbursements 3 4,488 3, Total Revenues 5,795 3, OPERATING COSTS AND EXPENSES Owned, leased, and other - direct (105) Reimbursed costs 4,488 3,142 (43) Depreciation, amortization, and other (183) Merger-related costs and charges (50) General, administrative, and other (47) Total Expenses 5,175 3,513 (47) OPERATING INCOME Gains and other income, net * Interest expense (73) (57) (28) Interest income Equity in earnings INCOME BEFORE INCOME TAXES Provision for income taxes (178) (97) (84) NET INCOME $ 414 $ EARNINGS PER SHARE Earnings per share - basic $ 1.09 $ Earnings per share - diluted $ 1.08 $ Basic Shares Diluted Shares * Calculated percentage is not meaningful. 1 Franchise fees include fees from our franchise agreements, application and relicensing fees, licensing fees from our timeshare, credit card programs, and residential branding fees. Beginning in the 2017 first quarter, we reclassified branding fees for third-party residential sales and credit card licensing to the "Franchise fees" caption from the "Owned, leased, and other" caption. We adjusted prior amounts to conform to current period presentation. 2 Owned, leased, and other revenue includes revenue from the properties we own or lease, termination fees, and other revenue. 3 Cost reimbursements include reimbursements from properties for company-funded operating expenses. 4 Owned, leased, and other - direct expenses include operating expenses related to our owned or leased hotels, including lease payments and pre-opening expenses. 5 Depreciation, amortization, and other expenses include depreciation for fixed assets, amortization of capitalized costs incurred to acquire management, franchise, and license agreements, and any related impairments, accelerations, or write-offs. 6 General, administrative, and other expenses include our corporate and business segments overhead costs and general expenses. 7 Gains and other income, net includes gains and losses on the sale of real estate, the sale or other-than-temporary impairment of joint ventures and investments, and results from cost method investments. 8 Equity in earnings include our equity in earnings or losses of unconsolidated equity method investments. A-1
3 CONSOLIDATED STATEMENTS OF INCOME - AS REPORTED SECOND QUARTER YEAR-TO-DATE 2017 AND 2016 (in millions except per share amounts, unaudited) As Reported As Reported Percent Six Months Ended Six Months Ended Better/(Worse) June 30, 2017 June 30, 2016 Reported 2017 vs REVENUES Base management fees $ 549 $ Franchise fees Incentive management fees Total Fees 1,631 1, Owned, leased, and other revenue Cost reimbursements 3 8,828 6, Total Revenues 11,356 7, OPERATING COSTS AND EXPENSES Owned, leased, and other - direct (110) Reimbursed costs 8,828 6,187 (43) Depreciation, amortization, and other (146) Merger-related costs and charges (227) General, administrative, and other (41) Total Expenses 10,199 6,918 (47) OPERATING INCOME 1, Gains and other income, net * Interest expense (143) (104) (38) Interest income Equity in earnings INCOME BEFORE INCOME TAXES 1, Provision for income taxes (298) (204) (46) NET INCOME $ 779 $ EARNINGS PER SHARE Earnings per share - basic $ 2.04 $ Earnings per share - diluted $ 2.02 $ Basic Shares Diluted Shares * Calculated percentage is not meaningful. 1 Franchise fees include fees from our franchise agreements, application and relicensing fees, licensing fees from our timeshare, credit card programs, and residential branding fees. Beginning in the 2017 first quarter, we reclassified branding fees for third-party residential sales and credit card licensing to the "Franchise fees" caption from the "Owned, leased, and other" caption. We adjusted prior amounts to conform to current period presentation. 2 Owned, leased, and other revenue includes revenue from the properties we own or lease, termination fees, and other revenue. 3 Cost reimbursements include reimbursements from properties for company-funded operating expenses. 4 Owned, leased, and other - direct expenses include operating expenses related to our owned or leased hotels, including lease payments and pre-opening expenses. 5 Depreciation, amortization, and other expenses include depreciation for fixed assets, amortization of capitalized costs incurred to acquire management, franchise, and license agreements, and any related impairments, accelerations, or write-offs. 6 General, administrative, and other expenses include our corporate and business segments overhead costs and general expenses. 7 Gains and other income, net includes gains and losses on the sale of real estate, the sale or other-than-temporary impairment of joint ventures and investments, and results from cost method investments. 8 Equity in earnings include our equity in earnings or losses of unconsolidated equity method investments. A-2
4 ADJUSTED/COMBINED STATEMENTS OF INCOME SECOND QUARTER ADJUSTED 2017 COMPARED TO COMBINED 2016 (in millions except per share amounts, unaudited) Percent As Reported Less: As Adjusted ** Combined 10 ** Better/(Worse) Three Months Ended Merger-related Three Months Ended Three Months Ended Adjusted 2017 vs. June 30, 2017 Adjustments 9 June 30, 2017 June 30, 2016 Combined 2016 REVENUES Base management fees $ 285 $ - $ 285 $ Franchise fees Incentive management fees Total Fees Owned, leased, and other revenue (9) Cost reimbursements 3 4,488-4,488 4,505 - Total Revenues 5,795-5,795 5,798 - OPERATING COSTS AND EXPENSES Owned, leased, and other - direct (1) Reimbursed costs 4,488-4,488 4,505 - Depreciation, amortization, and other Merger-related costs and charges General, administrative, and other Total Expenses 5, ,149 5,221 1 OPERATING INCOME / (LOSS) 620 (26) Gains (losses) and other income, net (23) 209 Interest expense (73) - (73) (79) 8 Interest income (11) Equity in earnings INCOME / (LOSS) BEFORE INCOME TAXES 592 (26) (Provision) benefit for income taxes (178) 8 (186) (161) (16) NET INCOME / (LOSS) $ 414 $ (18) $ 432 $ EARNINGS PER SHARE Earnings per share - basic $ 1.09 $ 1.14 $ Earnings per share - diluted $ 1.08 $ 1.13 $ Basic Shares Diluted Shares ** Denotes non-gaap financial measures. See pages A-15 and A-16 for more information about these non-gaap measures. 1 Franchise fees include fees from our franchise agreements, application and relicensing fees, licensing fees from our timeshare, credit card programs, and residential branding fees. Beginning in the 2017 first quarter, we reclassified branding fees for third-party residential sales and credit card licensing to the "Franchise fees" caption from the "Owned, leased, and other" caption. We adjusted prior amounts to conform to current period presentation. 2 Owned, leased, and other revenue includes revenue from the properties we own or lease, termination fees, and other revenue. 3 Cost reimbursements include reimbursements from properties for company-funded operating expenses. 4 Owned, leased, and other - direct expenses include operating expenses related to our owned or leased hotels, including lease payments and pre-opening expenses. 5 Depreciation, amortization, and other expenses include depreciation for fixed assets, amortization of capitalized costs incurred to acquire management, franchise, and license agreements, and any related impairments, accelerations, or write-offs. 6 General, administrative, and other expenses include our corporate and business segments overhead costs and general expenses. 7 Gains (losses) and other income, net includes gains and losses on the sale of real estate, the sale or other-than-temporary impairment of joint ventures and investments, and results from cost method investments. 8 Equity in earnings include our equity in earnings or losses of unconsolidated equity method investments. 9 The adjusted consolidated statements of income are presented before the impact of merger-related adjustments. 10 For basis of presentation of 2016 combined financial information, see the Form 8-K relating to our unaudited combined financial information that we filed with the U.S Securities and Exchange Commission on February 15, A-3
5 ADJUSTED/COMBINED STATEMENTS OF INCOME SECOND QUARTER YEAR-TO-DATE ADJUSTED 2017 COMPARED TO COMBINED 2016 (in millions except per share amounts, unaudited) Percent As Reported Less: As Adjusted ** Combined 10 ** Better/(Worse) Six Months Ended Merger-related Six Months Ended Six Months Ended Adjusted 2017 vs. June 30, 2017 Adjustments 9 June 30, 2017 June 30, 2016 Combined 2016 REVENUES Base management fees $ 549 $ - $ 549 $ Franchise fees Incentive management fees Total Fees 1,631-1,631 1,528 7 Owned, leased, and other revenue (6) Cost reimbursements 3 8,828-8,828 8,889 (1) Total Revenues 11,356-11,356 11,373 - OPERATING COSTS AND EXPENSES Owned, leased, and other - direct (1) Reimbursed costs 8,828-8,828 8,889 1 Depreciation, amortization, and other Merger-related costs and charges General, administrative, and other Total Expenses 10, ,125 10,298 2 OPERATING INCOME / (LOSS) 1,157 (74) 1,231 1, Gains (Losses) and other income, net (30) 183 Interest expense (143) - (143) (157) 9 Interest income (12) Equity in earnings INCOME / (LOSS) BEFORE INCOME TAXES 1,077 (74) 1, (Provision) benefit for income taxes (298) 26 (324) (301) (8) NET INCOME / (LOSS) $ 779 $ (48) $ 827 $ EARNINGS PER SHARE Earnings per share - basic $ 2.04 $ 2.17 $ Earnings per share - diluted $ 2.02 $ 2.14 $ Basic Shares Diluted Shares ** Denotes non-gaap financial measures. See pages A-15 and A-16 for more information about these non-gaap measures. 1 Franchise fees include fees from our franchise agreements, application and relicensing fees, licensing fees from our timeshare, credit card programs, and residential branding fees. Beginning in the 2017 first quarter, we reclassified branding fees for third-party residential sales and credit card licensing to the "Franchise fees" caption from the "Owned, leased, and other" caption. We adjusted prior amounts to conform to current period presentation. 2 Owned, leased, and other revenue includes revenue from the properties we own or lease, termination fees, and other revenue. 3 Cost reimbursements include reimbursements from properties for company-funded operating expenses. 4 Owned, leased, and other - direct expenses include operating expenses related to our owned or leased hotels, including lease payments and pre-opening expenses. 5 Depreciation, amortization, and other expenses include depreciation for fixed assets, amortization of capitalized costs incurred to acquire management, franchise, and license agreements, and any related impairments, accelerations, or write-offs. 6 General, administrative, and other expenses include our corporate and business segments overhead costs and general expenses. 7 Gains (losses) and other income, net includes gains and losses on the sale of real estate, the sale or other-than-temporary impairment of joint ventures and investments, and results from cost method investments. 8 Equity in earnings include our equity in earnings or losses of unconsolidated equity method investments. 9 The adjusted consolidated statements of income are presented before the impact of merger-related adjustments. 10 For basis of presentation of 2016 combined financial information, see the Form 8-K relating to our unaudited combined financial information that we filed with the U.S Securities and Exchange Commission on February 15, A-4
6 TOTAL LODGING PRODUCTS As of June 30, 2017 North America Total International Total Worldwide Units Rooms Units Rooms Units Rooms Managed ,300 1, ,405 1, ,705 JW Marriott Hotels 15 9, , ,624 The Ritz-Carlton Hotels 39 11, , ,245 The Ritz-Carlton Residences 34 4, ,163 The Ritz-Carlton Serviced Apartments W Hotels 26 7, , ,337 Luxury Collection 5 2, , ,566 St. Regis 9 1, , ,656 EDITION Hotels ,266 EDITION Residences Bulgari Hotels & Resorts Bulgari Residences Marriott Hotels , , ,450 Sheraton 31 23, , ,593 Westin 47 25, , ,861 Renaissance Hotels 27 11, , ,017 Le Meridien , ,480 Autograph Collection Hotels 3 1, , ,592 Delta Hotels and Resorts 25 6, ,764 Gaylord Hotels 5 8, ,108 Marriott Executive Apartments 28 4, ,195 Tribute Portfolio Courtyard , , ,204 Residence Inn , ,417 Fairfield Inn & Suites 6 1, , ,256 SpringHill Suites 30 4, ,854 Four Points , ,732 TownePlace Suites 15 1, ,740 Aloft , ,948 Protea Hotels 36 4, ,220 Element Moxy Hotels Franchised 3, , ,221 4, ,490 JW Marriott Hotels 10 4, , ,211 The Ritz-Carlton Hotels The Ritz-Carlton Residences Luxury Collection 9 1, , ,648 Bulgari Hotels & Resorts Marriott Hotels , , ,669 Sheraton , , ,508 Westin 77 25, , ,209 Renaissance Hotels 58 16, , ,598 Le Meridien 16 3, , ,064 Autograph Collection Hotels 67 15, , ,189 Delta Hotels and Resorts 18 4, ,662 Tribute Portfolio 14 4, ,156 Courtyard , , ,711 Residence Inn , ,566 Fairfield Inn & Suites , ,332 SpringHill Suites , ,367 Four Points , , ,132 TownePlace Suites , ,476 Aloft 90 13, , ,088 Protea Hotels 47 3, ,437 Element 24 3, ,730 Moxy Hotels , ,168 A-5
7 TOTAL LODGING PRODUCTS As of June 30, 2017 North America Total International Total Worldwide Units Rooms Units Rooms Units Rooms Owned/Leased 31 9, , ,631 JW Marriott Hotels The Ritz-Carlton Hotels W Hotels ,174 Luxury Collection St. Regis Marriott Hotels 3 1, , ,289 Sheraton 3 2, , ,538 Westin 1 1, ,319 Renaissance Hotels ,059 Tribute Portfolio Courtyard 19 2, ,458 Residence Inn Protea Hotels 9 1, ,415 Unconsolidated Joint Ventures 19 3, , ,059 Autograph Collection Hotels AC Hotels by Marriott 19 3, , ,711 Timeshare* 69 17, , ,723 Marriott Vacations Worldwide 50 11, , ,456 Vistana 19 6, , ,267 Grand Total 4, ,443 1, ,165 6,254 1,217,608 *Timeshare property and room counts are included on this table in their geographical locations. For external reporting purposes, these counts are captured in the Corporate segment. A-6
8 TOTAL LODGING PRODUCTS As of June 30, 2017 North America Total International Total Worldwide Total Systemwide Units Rooms Units Rooms Units Rooms Luxury , , ,215 JW Marriott Hotels 25 14, , ,331 The Ritz-Carlton Hotels 40 11, , ,227 The Ritz-Carlton Residences 35 4, ,218 The Ritz-Carlton Serviced Apartments W Hotels 27 8, , ,511 Luxury Collection 14 4, , ,679 St. Regis 10 1, , ,054 EDITION Hotels ,266 EDITION Residences Bulgari Hotels & Resorts Bulgari Residences Full Service , ,770 1, ,318 Marriott Hotels , , ,408 Sheraton , , ,639 Westin , , ,389 Renaissance Hotels 86 28, , ,674 Le Meridien 20 4, , ,544 Autograph Collection Hotels 70 16, , ,129 Delta Hotels and Resorts 43 11, ,426 Gaylord Hotels 5 8, ,108 Marriott Executive Apartments 28 4, ,195 Tribute Portfolio 15 4, , ,806 Limited Service 3, , ,236 4, ,352 Courtyard , ,948 1, ,373 Residence Inn , ,315 Fairfield Inn & Suites , , ,588 SpringHill Suites , ,221 Four Points , , ,864 TownePlace Suites , ,216 Aloft 91 13, , ,036 AC Hotels by Marriott 19 3, , ,711 Protea Hotels 92 9, ,072 Element 25 3, , ,679 Moxy Hotels , ,277 Timeshare* 69 17, , ,723 Marriott Vacations Worldwide 50 11, , ,456 Vistana 19 6, , ,267 Grand Total 4, ,443 1, ,165 6,254 1,217,608 *Timeshare property and room counts are included on this table in their geographical locations. For external reporting purposes, these counts are captured in the Corporate segment. A-7
9 COMBINED KEY LODGING STATISTICS In Constant $ Comparable Company-Operated International Properties Three Months Ended June 30, 2017 and June 30, 2016 REVPAR Occupancy Average Daily Rate Region 2017 vs. 2016* 2017 vs. 2016* 2017 vs. 2016* Greater China $ % 71.2% 6.6% pts. $ % Rest of Asia Pacific $ % 71.9% 2.9% pts. $ % Asia Pacific $ % 71.4% 5.3% pts. $ % Caribbean & Latin America $ % 66.1% 3.0% pts. $ % Europe $ % 77.5% 1.3% pts. $ % Middle East & Africa $ % 61.9% 1.4% pts. $ % Other International 1 $ % 70.0% 1.6% pts. $ % International - All 2 $ % 70.7% 3.5% pts. $ % Worldwide 3 $ % 75.2% 1.6% pts. $ % Comparable Systemwide International Properties Three Months Ended June 30, 2017 and June 30, 2016 REVPAR Occupancy Average Daily Rate Region 2017 vs. 2016* 2017 vs. 2016* 2017 vs. 2016* Greater China $ % 70.8% 6.8% pts. $ % Rest of Asia Pacific $ % 72.0% 2.2% pts. $ % Asia Pacific $ % 71.3% 4.9% pts. $ % Caribbean & Latin America $ % 64.5% 1.3% pts. $ % Europe $ % 75.2% 2.4% pts. $ % Middle East & Africa $ % 62.0% 1.3% pts. $ % Other International 1 $ % 69.2% 1.8% pts. $ % International - All 2 $ % 70.1% 3.1% pts. $ % Worldwide 3 $ % 75.7% 0.7% pts. $ % * The 2016 statistics used to calculate change from the 2016 period to the 2017 period assume Marriott s acquisition of Starwood and Starwood s sale of its timeshare business had been completed on January 1, Includes Caribbean & Latin America, Europe, and Middle East & Africa. 2 Includes Asia Pacific and Other International. 3 Includes North American - All and International - All. A-8
10 COMBINED KEY LODGING STATISTICS In Constant $ Comparable Company-Operated International Properties Six Months Ended June 30, 2017 and June 30, 2016 REVPAR Occupancy Average Daily Rate Region 2017 vs. 2016* 2017 vs. 2016* 2017 vs. 2016* Greater China $ % 68.5% 6.6% pts. $ % Rest of Asia Pacific $ % 74.1% 3.4% pts. $ % Asia Pacific $ % 70.4% 5.5% pts. $ % Caribbean & Latin America $ % 67.5% 2.4% pts. $ % Europe $ % 71.0% 1.8% pts. $ % Middle East & Africa $ % 65.4% 1.5% pts. $ % Other International 1 $ % 68.4% 1.8% pts. $ % International - All 2 $ % 69.4% 3.7% pts. $ % Worldwide 3 $ % 73.0% 2.1% pts. $ % Comparable Systemwide International Properties Six Months Ended June 30, 2017 and June 30, 2016 REVPAR Occupancy Average Daily Rate Region 2017 vs. 2016* 2017 vs. 2016* 2017 vs. 2016* Greater China $ % 68.0% 6.7% pts. $ % Rest of Asia Pacific $ % 73.8% 2.6% pts. $ % Asia Pacific $ % 70.4% 5.0% pts. $ % Caribbean & Latin America $ % 64.5% 0.8% pts. $ % Europe $ % 68.4% 2.7% pts. $ % Middle East & Africa $ % 65.1% 1.6% pts. $ % Other International 1 $ % 66.6% 2.0% pts. $ % International - All 2 $ % 68.2% 3.3% pts. $ % Worldwide 3 $ % 72.5% 1.2% pts. $ % * The 2016 statistics used to calculate change from the 2016 period to the 2017 period assume Marriott s acquisition of Starwood and Starwood s sale of its timeshare business had been completed on January 1, Includes Caribbean & Latin America, Europe, and Middle East & Africa. 2 Includes Asia Pacific and Other International. 3 Includes North American - All and International - All. A-9
11 COMBINED KEY LODGING STATISTICS In Constant $ Comparable Company-Operated North American Properties Three Months Ended June 30, 2017 and June 30, 2016 REVPAR Occupancy Average Daily Rate Brand 2017 vs. 2016* 2017 vs. 2016* 2017 vs. 2016* JW Marriott $ % 79.6% 2.7% pts. $ % The Ritz-Carlton $ % 74.9% 0.6% pts. $ % W Hotels $ % 85.5% 0.3% pts. $ % Composite North American Luxury 1 $ % 79.0% 1.1% pts. $ % Marriott Hotels $ % 80.7% 0.2% pts. $ % Sheraton $ % 79.4% -1.1% pts. $ % Westin $ % 80.5% -0.9% pts. $ % Composite North American Upper Upscale 2 $ % 79.8% -0.5% pts. $ % North American Full-Service 3 $ % 79.7% -0.2% pts. $ % Courtyard $ % 77.5% -0.9% pts. $ % Residence Inn $ % 82.8% 0.5% pts. $ % Composite North American Limited-Service 4 $ % 79.4% -0.4% pts. $ % North American - All 5 $ % 79.6% -0.3% pts. $ % Comparable Systemwide North American Properties Three Months Ended June 30, 2017 and June 30, 2016 REVPAR Occupancy Average Daily Rate Brand 2017 vs. 2016* 2017 vs. 2016* 2017 vs. 2016* JW Marriott $ % 79.6% 1.4% pts. $ % The Ritz-Carlton $ % 74.9% 0.6% pts. $ % W Hotels $ % 85.5% 0.3% pts. $ % Composite North American Luxury 1 $ % 78.8% 0.8% pts. $ % Marriott Hotels $ % 77.0% -0.3% pts. $ % Sheraton $ % 77.1% -0.8% pts. $ % Westin $ % 79.8% -0.8% pts. $ % Composite North American Upper Upscale 2 $ % 77.5% -0.5% pts. $ % North American Full-Service 3 $ % 77.6% -0.4% pts. $ % Courtyard $ % 77.4% -0.4% pts. $ % Residence Inn $ % 82.3% -0.6% pts. $ % Fairfield Inn & Suites $ % 75.7% 1.2% pts. $ % Composite North American Limited-Service 4 $ % 78.4% -0.2% pts. $ % North American - All 5 $ % 78.1% -0.3% pts. $ % * The 2016 statistics used to calculate change from the 2016 period to the 2017 period assume Marriott s acquisition of Starwood and Starwood s sale of its timeshare business had been completed on January 1, Includes JW Marriott, The Ritz-Carlton, W Hotels, The Luxury Collection, St. Regis, and EDITION. 2 Includes Marriott Hotels, Sheraton, Westin, Renaissance Hotels, Autograph Collection Hotels, Delta Hotels, Gaylord Hotels, Le Méridien, and Tribute Portfolio. 3 Includes Composite North American Luxury and Composite North American Upper Upscale. 4 Includes Courtyard, Residence Inn, Fairfield Inn & Suites, SpringHill Suites, Four Points, and TownePlace Suites. Systemwide also includes Aloft Hotels and Element Hotels. 5 Includes North American Full-Service and North American Limited-Service. A-10
12 COMBINED KEY LODGING STATISTICS In Constant $ Comparable Company-Operated North American Properties Six Months Ended June 30, 2017 and June 30, 2016 REVPAR Occupancy Average Daily Rate Brand 2017 vs. 2016* 2017 vs. 2016* 2017 vs. 2016* JW Marriott $ % 78.7% 2.0% pts. $ % The Ritz-Carlton $ % 75.1% 1.5% pts. $ % W Hotels $ % 81.4% 0.3% pts. $ % Composite North American Luxury 1 $ % 78.2% 1.4% pts. $ % Marriott Hotels $ % 76.9% 1.0% pts. $ % Sheraton $ % 76.9% 0.2% pts. $ % Westin $ % 77.0% -0.1% pts. $ % Composite North American Upper Upscale 2 $ % 76.5% 0.6% pts. $ % North American Full-Service 3 $ % 76.8% 0.7% pts. $ % Courtyard $ % 73.3% -0.5% pts. $ % Residence Inn $ % 79.6% 1.1% pts. $ % Composite North American Limited-Service 4 $ % 75.4% 0.0% pts. $ % North American - All 5 $ % 76.4% 0.5% pts. $ % Comparable Systemwide North American Properties Six Months Ended June 30, 2017 and June 30, 2016 REVPAR Occupancy Average Daily Rate Brand 2017 vs. 2016* 2017 vs. 2016* 2017 vs. 2016* JW Marriott $ % 78.7% 1.5% pts. $ % The Ritz-Carlton $ % 75.1% 1.5% pts. $ % W Hotels $ % 81.4% 0.3% pts. $ % Composite North American Luxury 1 $ % 77.7% 1.3% pts. $ % Marriott Hotels $ % 73.5% 0.4% pts. $ % Sheraton $ % 73.0% 0.2% pts. $ % Westin $ % 77.0% 0.1% pts. $ % Composite North American Upper Upscale 2 $ % 74.1% 0.5% pts. $ % North American Full-Service 3 $ % 74.5% 0.6% pts. $ % Courtyard $ % 73.2% 0.0% pts. $ % Residence Inn $ % 78.7% 0.0% pts. $ % Fairfield Inn & Suites $ % 70.6% 1.3% pts. $ % Composite North American Limited-Service 4 $ % 74.2% 0.3% pts. $ % North American - All 5 $ % 74.3% 0.4% pts. $ % * The 2016 statistics used to calculate change from the 2016 period to the 2017 period assume Marriott s acquisition of Starwood and Starwood s sale of its timeshare business had been completed on January 1, Includes JW Marriott, The Ritz-Carlton, W Hotels, The Luxury Collection, St. Regis, and EDITION. 2 Includes Marriott Hotels, Sheraton, Westin, Renaissance Hotels, Autograph Collection Hotels, Delta Hotels, Gaylord Hotels, Le Méridien, and Tribute Portfolio. 3 Includes Composite North American Luxury and Composite North American Upper Upscale. 4 Includes Courtyard, Residence Inn, Fairfield Inn & Suites, SpringHill Suites, Four Points, and TownePlace Suites. Systemwide also includes Aloft Hotels and Element Hotels. 5 Includes North American Full-Service and North American Limited-Service. A-11
13 NON-GAAP FINANCIAL MEASURES ADJUSTED EBITDA/ COMBINED ADJUSTED EBITDA ($ in millions) First Quarter Fiscal Year 2017 Second Quarter Net income, as reported $ 365 $ 414 $ 779 Interest expense Tax provision Depreciation and amortization Depreciation classified in reimbursed costs Interest expense from unconsolidated joint ventures Depreciation and amortization from unconsolidated joint ventures EBITDA ** ,460 Total Gain on asset dispositions and impairments, net - (24) (24) Merger-related costs and charges Share-based compensation (including share-based compensation reimbursed by third-party owners) Adjusted EBITDA ** $ 750 $ 834 $ 1,584 Increase over 2016 Adjusted EBITDA ** 64% 69% 66% Increase over 2016 Combined Adjusted EBITDA ** 10% 8% 9% First Quarter Second Quarter Fiscal Year 2016 Third Quarter Fourth Quarter Net income, as reported $ 219 $ 247 $ 70 $ 244 $ 780 Interest expense Tax provision Depreciation and amortization Depreciation classified in reimbursed costs Interest expense from unconsolidated joint ventures Depreciation and amortization from unconsolidated joint ventures EBITDA ** ,689 Total Merger-related costs and charges Share-based compensation (including share-based compensation reimbursed by third-party owners) Adjusted EBITDA ** $ 458 $ 494 $ 506 $ 756 $ 2,214 Starwood pre-acquisition and other adjustments Combined Adjusted EBITDA ** $ 683 $ 773 $ 775 $ 756 $ 2,987 ** Denotes non-gaap financial measures. Please see pages A-15 and A-16 for information about our reasons for providing these alternative financial measures and the limitations on their use. A-12
14 NON-GAAP FINANCIAL MEASURES ADJUSTED EBITDA FORECAST THIRD QUARTER 2017 ($ in millions) Range Estimated Third Quarter 2017 Net income 1 $ 362 $ 375 Interest expense Tax provision Depreciation and amortization Depreciation classified in reimbursed costs Interest expense from unconsolidated joint ventures 5 5 Depreciation and amortization from unconsolidated joint ventures EBITDA ** Combined Third Quarter ** Share-based compensation (including share-based compensation reimbursed by third-party owners) Adjusted EBITDA ** $ 770 $ 790 $ 775 (Decrease) /Increase over Q Combined Adjusted EBITDA ** -1% 2% ** Denotes non-gaap financial measures. See pages A-15 and A-16 for information about our reasons for providing these alternative financial measures and the limitations on their use. 1 Estimated 2017 net income excludes merger-related costs and charges, which the company cannot accurately forecast, but expects will be significant on a full-year basis. 2 For further information, see the Form 8-K relating to our unaudited combined financial information that we filed with the U.S Securities and Exchange Commission on February 15, A-13
15 NON-GAAP FINANCIAL MEASURES ADJUSTED EBITDA FORECAST FULL YEAR 2017 ($ in millions) Range Estimated Fiscal Year 2017 Net income 1 $ 1,547 $ 1,593 Interest expense Tax provision Depreciation and amortization Depreciation classified in reimbursed costs Interest expense from unconsolidated joint ventures Depreciation and amortization from unconsolidated joint ventures EBITDA ** 3,000 3,070 Combined Fiscal Year ** Gain on asset dispositions and impairments, net (24) (24) Share-based compensation (including share-based compensation reimbursed by third-party owners) Adjusted EBITDA ** $ 3,131 $ 3,201 $ 2,987 Increase over 2016 Combined Adjusted EBITDA ** 5% 7% ** Denotes non-gaap financial measures. See pages A-15 and A-16 for information about our reasons for providing these alternative financial measures and the limitations on their use. 1 Estimated 2017 net income excludes merger-related costs and charges, which the company cannot accurately forecast, but expects will be significant on a full-year basis. 2 For further information, see the Form 8-K relating to our unaudited combined financial information that we filed with the U.S Securities and Exchange Commission on February 15, A-14
16 NON-GAAP FINANCIAL AND PERFORMANCE MEASURES In our press release and schedules, and on the related conference call, we report certain financial measures that are not required by, or presented in accordance with, United States generally accepted accounting principles ( GAAP ). We discuss management s reasons for reporting these non-gaap measures below, and the press release schedules reconcile the most directly comparable GAAP measure to each non-gaap measure that we refer to. Although management evaluates and presents these non-gaap measures for the reasons described below, please be aware that these non-gaap measures have limitations and should not be considered in isolation or as a substitute for revenue, operating income, income from continuing operations, net income, earnings per share or any other comparable operating measure prescribed by GAAP. In addition, we may calculate and/or present these non-gaap financial measures differently than measures with the same or similar names that other companies report, and as a result, the non- GAAP measures we report may not be comparable to those reported by others. Adjusted Measures That Exclude Merger-Related Adjustments. Management evaluates certain non-gaap measures that exclude transaction and transition costs and purchase accounting adjustments associated with the Starwood merger because those non-gaap measures allow for period-over period comparisons of our ongoing operations before the impact of these items. These non-gaap measures, which are reconciled to the comparable GAAP measures on pages A-3 and A-4, include adjusted net income, adjusted depreciation, amortization, and other expenses, adjusted owned, leased, and other-direct expenses, adjusted provision for income taxes, and adjusted EPS. Non-GAAP adjusted net income and its components and adjusted EPS are not, and should not be viewed as, substitutes for net income and EPS as reported under GAAP. Combined Financial Information. The 2016 unaudited combined financial information presented on pages A-3 and A-4 gives effect to Marriott's acquisition of Starwood, and Starwood's sale of its timeshare business, as if these two transactions (the "Transactions") had occurred on January 1, 2015, and is presented to facilitate comparisons with our results following the acquisition of Starwood. The unaudited combined financial information also uses the estimated fair value of assets and liabilities on September 23, 2016, the closing date of the acquisition, and makes the following assumptions: (1) removes merger-related costs and charges; (2) adjusts income taxes to reflect the Company's combined 2016 effective tax rate of 32.5%; (3) adjusts weighted-average shares outstanding to include shares issued to Starwood shareholders; and (4) adjusts debt to reflect borrowing on the Credit Facility and issuance of Series Q and R Notes on January 1, Marriott presents the combined financial information for informational purposes only and the combined financial information is not necessarily indicative of what the combined company s results of operations would actually have been had the Transactions been completed on the date indicated. In addition, the combined financial information does not purport to project the future operating results of the combined company. Combined net income includes adjustments that are not prescribed by Article 11 of Regulation S-X. The following table presents a reconciliation of pro forma net income in accordance with Article 11 to combined net income presented on the previous pages. (in millions) First Quarter Second Quarter Year-to-Date Total Pro forma net income under Article 11 $ 291 $ 209 $ 500 Merger-related costs and charges Income taxes 1 (4) Loss on cumulative translation adjustment Combined net income $ 290 $ 333 $ Combined net income applies an effective income tax rate of 32.5%. For pro forma net income under Article 11, we applied the historical effective tax rates for Marriott and Starwood. Earnings Before Interest Expense, Taxes, Depreciation and Amortization ( EBITDA ), Adjusted EBITDA, and Combined Adjusted EBITDA. EBITDA reflects net income, excluding the impact of interest expense, depreciation, amortization, and provision for income taxes. Our non-gaap measure of Adjusted EBITDA further adjusts EBITDA to exclude the pre-tax transaction and transition costs associated with the Starwood merger, which we recorded in the Merger-related costs caption of our Consolidated Statements of Income (our Income Statements ), gains and losses on dispositions, and share-based compensation expense for all periods presented. Our 2016 non-gaap measure of Combined Adjusted EBITDA also includes Starwood pre-acquisition and other adjustments, which assume Marriott s acquisition of Starwood and Starwood s sale of its timeshare business had been completed on January 1, These adjustments reflect Starwood s EBITDA, adjusted for merger-related costs, net loss on asset dispositions, loss on cumulative translation adjustment, share-based compensation, and an assumed effective income tax rate for the combined company of 32.5% for the periods prior to the merger closing date of September 23, 2016 ( Merger Date ). A-15
17 NON-GAAP FINANCIAL AND PERFORMANCE MEASURES We believe that Adjusted EBITDA and Combined Adjusted EBITDA are meaningful indicators of our operating performance because they permit period-over-period comparisons of our ongoing core operations before these items and facilitate our comparison of results before these items with results from other lodging companies. We use such measures to evaluate companies because they exclude certain items that can vary widely across different industries or among companies within the same industry. For example, interest expense can be dependent on a company s capital structure, debt levels, and credit ratings. Accordingly, the impact of interest expense on earnings can vary significantly among companies. The tax positions of companies can also vary because of their differing abilities to take advantage of tax benefits and because of the tax policies of the jurisdictions in which they operate. As a result, effective tax rates and provisions for income taxes can vary considerably among companies. Our Adjusted EBITDA and Combined Adjusted EBITDA also exclude depreciation and amortization expense which we report under Depreciation, amortization, and other as well as depreciation included under Reimbursed costs in our Combined Consolidated Statements of Income, because companies utilize productive assets of different ages and use different methods of both acquiring and depreciating productive assets. These differences can result in considerable variability in the relative costs of productive assets and the depreciation and amortization expense among companies. We also excluded share-based compensation expense in all periods presented in order to address considerable variability among companies in recording compensation expense because companies use share-based payment awards differently, both in the type and quantity of awards granted. RevPAR. In addition to the foregoing non-gaap financial measures, we present Revenue per Available Room ( RevPAR ) as a performance measure. We believe RevPAR is a meaningful indicator of our performance because it measures the period-overperiod change in room revenues for comparable properties. RevPAR may not be comparable to similarly titled measures, such as revenues. We calculate RevPAR by dividing room sales (recorded in local currency) for comparable properties by room nights available for the period. We present growth in comparative pro forma combined company RevPAR on a constant dollar basis, which we calculate by applying exchange rates for the current period to each period presented. We believe constant dollar analysis provides valuable information regarding our properties performance as it removes currency fluctuations from the presentation of such results. A-16
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